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HomeMy WebLinkAboutElection Systems and Software LLC (ES&S) - 080326ELECTION SYSTEMS & SOFTWARE, LLC HARDWARE MAINTENANCE AND SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES AGREEMENT THIS HARDWARE MAINTENANCE AND SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES AGREEMENT ("Agreement") is made effective as of the date set forth below, by and between Election Systems & Software, LLC, a Delaware Limited Liability Company ("ES&S") and Jefferson County, Washington ("Customer"). RECITALS: A. ES&S has sold to Customer the proprietary voter tabulation equipment ("Equipment") and licensed the software ("Software") described on Attachment 1 and Customer now desires to obtain maintenance services for such Equipment and license, maintenance, and support services for such Software. B. ES&S has agreed to provide such services, subject to the terms and conditions of this Agreement. C. This Agreement supersedes and replaces in their entirely any and all prior agreements between ES&S and Customer respecting maintenance services for such Equipment and license, maintenance and support services for such Software. NOW, THEREFORE, in consideration of the foregoing recitals (which are specifically incorporated herein by this reference) and the mutual representations, warranties, covenants and agreements set forth below, the parties hereby agree as follows: ARTICLE I GENERAL 1. Term; Termination. This Agreement for Hardware Maintenance and Software License, Maintenance and Support Services shall be in effect for the coverage period as described in Attachment 1 (the "Term"). Upon expiration of the Term, this Agreement shall automatically renew for one Two -Year Period ( "Renewal Period"), unless this Agreement is terminated by the first to occur of: (a) either party's written election not to renew, which shall be delivered to the other party at least sixty (60) days prior to the end of the Term, (b) the date which is thirty (30) days after either party notifies the other that it has materially breached this Agreement, if the breaching party fails to cure such breach (except for a breach pursuant to subsection (e), which will require no notice), (c) the date which is thirty (30) days after ES&S notifies Customer that it is no longer able to procure replacement parts that may be needed in order to perform the Hardware Maintenance Services contemplated hereunder, (d) the date on which the Equipment or firmware installed thereon is no longer certified by federal and/or state authorities for use in Customer's jurisdiction, or (e) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Agreement. The termination of this Agreement shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund of any fees already paid to ES&S in the event this Agreement is terminated pursuant to subsection 1(b), 1(c) or 1(d) above. 2. Fees. In consideration for ES&S' agreement to provide Hardware Maintenance Services and Software License, Maintenance and Support Services under this Agreement, Customer shall pay to ES&S the Hardware Maintenance and Software License, Maintenance and Support Fees set forth on Attachment 1 for the Term and any Renewal Periods. The Hardware Maintenance and Software License, Maintenance and Support Fees for the Term are due as set forth on Attachment 1. ES&S may increase the Hardware Maintenance and Software License, Maintenance and Support Fees for a Renewal Period by not more than 10% of the amount of the most recent Fees paid by Customer. All fees for any Renewal Period shall be due and payable no later than thirty (30) days prior to the beginning of such Renewal Period. The Software License, Maintenance and Support Fee shall be comprised of (i) a fee for the Software License, Maintenance and Support provided for the ES&S Firmware, and (ii) a fee for the Software License, Maintenance and Support provided for all other ES&S Software and shall be in addition to any fees or charges separately referred to in any Section of this Agreement. If Customer elects to receive Software License, Maintenance and Support for an Add -On or New Product during the Term or any Renewal Period thereof, ES&S will charge incremental Software License, Maintenance and Support Fees for any Add -On units or New Products purchased by Customer at the then -current applicable rates at the time. ARTICLE If HARDWARE 1. Maintenance Services. The Hardware Maintenance Services to be provided to Customer under this Agreement for the ES&S equipment set forth on Attachment 1 (the "Products") shall be subject to the following terms and conditions: (a) Routine Maintenance Services. An ES&S Representative shall provide such services as may be necessary to keep the Products working in accordance with their Documentation, normal wear and tear excepted ("Normal Working Condition"). The services provided by ES&S pursuant to this Subsection 1(a) are referred to herein as "'Routine Maintenance Services". Routine Maintenance Services shall be provided once each Twelve (12) Months during the Term for those hardware products identified as "Gold Coverage" on Attachment 1 and once each Twenty -Four (24) Months during the Term for those hardware products identified as "Silver Coverage" on Attachment 1 during the Term or any Renewal Period thereof. Generally, Routine Maintenance Services shall include cleaning, lubrication, diagnostic check, and calibration services. The Routine Maintenance Services shall not include the repair or replacement of any ES&S Equipment components that are consumed in the normal course of operating the Equipment, including, but not limited to, headphones and headphone protective covers, printer cartridges or ribbons, paper, batteries, drums, toners, fusers, transfer belts, removable media storage devices, seals, keys, power supplies/cords, PCMCIA, Smart, or CIF cards or marking devices (collectively, the "Consumables"). ES&S may modify and make available additional Consumables as they may become available from time to time. Customer may request that Routine Maintenance Services be performed more than once during the Term or any Renewal Period. Any such request shall be made at least sixty (60) days before the Routine Maintenance Services are desired. The per -unit fee for such additional Routine Maintenance Services is set forth on Attachment 1 and shall be due within thirty (30) days after invoice date. ES&S will schedule the Routine Maintenance Services with Customer. The Routine Maintenance Services will be provided at Customer's Designated Location. Customer's "Designated Location" shall mean Customer's owned or leased facility at which Customer desires ES&S to perform the Hardware Maintenance Services. (b) Repair Services. (i) Defects Under Normal Use and Service. If a defect or malfunction occurs in any Product while it is under normal use and service, Customer shall promptly notify ES&S, and ES&S shall use reasonable efforts to restore the item to Normal Working Condition as soon as practicable. The services provided by ES&S pursuant to this Subsection 1(b)(i) are referred to herein as "Repair Services". ES&S will perform Repair Services in conjunction with a Routine Maintenance Service event at the Customer's Designated Location. (ii) Defects Due to Customer Actions or Omissions. If a defect or malfunction occurs in any Product as a result of (1) repairs, changes, modifications or alterations not authorized or approved by ES&S, (2) use, modification, dismantling, disassembly, or transfer to third party without ES&S's prior written consent, (3) accident, theft, vandalism, neglect, abuse, liquid contact, use of adhesive materials on ballots or use that is not in accordance with instructions or specifications furnished by ES&S or (4) causes beyond the reasonable control of ES&S or Customer, including acts of God, fire, floods, riots, acts of war, terrorism or insurrection, government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental regulations, and utility or communication interruptions, rodent infestation, or if Customer does not notify ES&S within 72 hours after it knows of the defect or malfunction, Customer shall pay ES&S for the Repair Services at ES&S' then -current rates, as well as for the cost of all parts used in connection with such Repair Services. (iii) Timing. The date(s) on which any Repair Services shall be provided shall be mutually agreed upon by ES&S and Customer. If Customer requires ES&S to provide "emergency" Repair Services (which shall be defined as Repair Services that are provided by ES&S within 48 hours after Customer notifies ES&S of the need therefore), and such emergency Repair Services are not needed as a result of an action, error or omission by ES&S, Customer shall pay a surcharge, as set forth on Attachment 1. (iv) Loaner Unit. At Customer's request and if such product is available, ES&S shall use reasonable efforts to promptly make available to Customer a product that is the same as, or substantially similar to, the Product for which Repair Services are being performed (a "Loaner Unit"). If the Repair Services are being performed pursuant to Subsection 1(b)(ii) above, Customer shall pay ES&S for the use of the Loaner Unit at ES&S' then - current rates including the cost of shipping. (c) Exclusions. ES&S has no obligation under this Agreement to (i) assume the obligations under any existing or expired warranty for a Third Party Item; (ii) repair or replace Product components that are consumed in the normal course of operating the Product, including, but not limited to, headphones and headphone protective covers, printer cartridges or ribbons, paper, batteries, drums, toners, fusers, transfer belts, removable media storage devices, seals, keys, power supplies/cords, PCMCIA, Smart, or CIF cards or marking devices (collectively, the "Consumables"), , or (iii) repair any Product from which the serial number has been removed or altered. In addition, ES&S may, at any time in its discretion, determine that any Product is no longer fit for Hardware Maintenance Services because it is in such poor condition that it cannot practically be restored to Normal Working Condition, or cannot be restored to Normal Working Condition at an expense that is less than the then -current value of the Product. If such a determination is made, ES&S shall no longer be required to provide Hardware Maintenance Services for such Product. ES&S shall also refund to Customer an amount equal to (1) that portion of the most recent fee paid for Hardware Maintenance Services that is attributable to such Product, multiplied by (2) a fraction, the numerator of which is the remaining number of days within the Term for which such fee was paid and the denominator of which is the total number of days within the Term. (d) Sole Provider; Access. Customer shall not permit any individual other than an ES&S Representative to provide maintenance or repairs with respect to the Products for so long as the Term or any Renewal Period is in effect. Customer shall provide ES&S Representatives with all information necessary to enable them to provide Hardware Maintenance Services. Customer shall likewise provide full access to the Products and adequate working space for all Hardware Maintenance Services performed at its Designated Location, including sufficient heat, lights, ventilation, electric current and outlets. (e) Environment Conditions. Products should be stored in a clean, dry and secure environment. During the storage and operation of the Products, the temperature and moisture ranges should be maintained in accordance with the Product's Documentation. (f) Reinstatement of Hardware Maintenance Services; Inspection. If the Term or any Renewal Period thereof expires without being renewed, Customer may thereafter resume receiving Hardware Maintenance Services upon: (a) notification to ES&S and (b) the granting to ES&S of access to the Products. ES&S requires Customer to allow it to inspect such Products before it provides any Hardware Maintenance Services. The purpose of such inspection shall be to determine whether or not the Products are in Normal Working Condition. The cost of such inspection will be at ES&S' then current rates and shall be due from Customer within thirty (30) days of its receipt of ES&S' invoice, therefore. If any of the Products is not in Normal Working Condition, ES&S, at the option of Customer, (i) shall provide such repairs and replacements as it deems reasonable and necessary to restore such item to Normal Working Condition, at Customer's expense with respect to the cost of any labor (charged at ES&S' then current rates) and parts used in such repairs or replacements, or (ii) shall not provide any Hardware Maintenance Services with respect to such Product(s). ARTICLE III ANNUAL LICENSE OF SOFTWARE 1. Grant of License. Subject to the terms and conditions of this Agreement, ES&S hereby grants to Customer a nonexclusive, nontransferable license for its bona fide full time, part time or temporary employees to use the Software and all related operating instructions, user manuals and training materials supplied by ES&S (collectively the "Documentation") in Jefferson County, Washington ("Jurisdiction"). The license allows Customer to use and copy the Software (in object code only) and the Documentation, solely for the purposes of defining an election and tabulating and reporting election results in the Jurisdiction. The license does not permit Customer to take any of the following actions: 3 (a) Reverse engineer, decompile, disassemble, re -engineer or otherwise create, attempt to create, or permit, allow or assist others to create, the source code or the structural framework for part or all of the Software; (b) Cause or permit any use, display, loan, publication, transfer of possession, sublicensing or other dissemination of the Software or Documentation, in whole or in part, to or by any third party including, but not limited to, any transfer of possession to, or use of the ES&S Software or Documentation by any third party to perform any services for Customer (including, but not limited to, any coding, programming or layout services) without ES&S' prior written consent; (c) Cause or permit any change to be made to the Software without ES&S' prior written consent; or (d) Allow a third party to cause or permit any copying, reproduction or printing of any output generated by the Software (except finished ballots by ballot printers selected by Customer) in which ES&S owns or claims any proprietary intellectual property rights (e.g., copyright, trademark, patent pending or patent), including, but not limited to, any ballot shells or ballot code stock. 2. License Fees. In consideration for ES&S' grant of the license for the ES&S Software described in Section 1, Customer shall pay ES&S the ES&S Software License Fees set forth on Attachment 1. Any license or royalty fees payable to any third parties for the use of any third -party items are the sole responsibility of Customer. 3. Term of License. The Software License shall be in effect for the coverage period as described in Attachment 1 (the "License Term). Upon expiration of the License Term, the licenses shall automatically renew for an unlimited number of successive one-year periods (each a "License Renewal Term") upon the payment by Customer of the annual software license and software maintenance and support fee as set forth on Attachment 1. ES&S may terminate either license if Customer fails to pay the consideration due for, or breaches Sections 1, 2, or 4 with respect to, such license. Upon the termination of either of the licenses granted in Section 1 for ES&S Software or upon Customer's discontinuance of the use of any ES&S Software, Customer shall immediately return such ES&S Software and the related Documentation (including any and all copies thereof) to ES&S, or (if requested by ES&S) destroy such ES&S Software and Documentation and certify in writing to ES&S that such destruction has occurred. 4. Proprietary Rights. Customer acknowledges and agrees that ES&S owns all right, title and interest in and to the Software and Documentation, subject to the license granted herein. ES&S likewise owns all patents, trademarks, copyrights, trade names and other proprietary or intellectual property in, or used in connection with, the Software and Documentation. The Software and Documentation also contain confidential and proprietary trade secrets of ES&S which are protected by law and are of substantial value to ES&S. Customer shall keep the Software and Documentation free and clear of all claims, liens and encumbrances and shall maintain all copyright, trademark, patent or other intellectual or proprietary rights notices which are set forth on the Software, the Documentation, and all permitted copies thereof. ARTICLE IV SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES 1. Services Provided. ES&S shall provide maintenance and support services ("Software License, Maintenance and Support") for the ES&S Software and ES&S Firmware (collectively, "ES&S Software"), to enable it to perform in accordance with its Documentation in all material respects, and to cure any defect in material or workmanship. The specific Software Maintenance and Support Services provided by ES&S and each party's obligations with respect to such services are set forth on Attachment 1. 2. Updates. During the License Term or any License Renewal Term for which Customer has paid the associated renewal fees, ES&S may provide new releases, upgrades, or maintenance patches to the ES&S Software, together with appropriate Documentation ("Updates"), on a schedule defined by ES&S. Customer is solely responsible for obtaining and purchasing any upgrades or Third -Party Items required to operate the Updates, as 4 well as the cost of any replacements, retrofits or modifications to the ES&S Equipment which may be necessary in order to operate the Updates. All Updates shall be deemed to be ES&S Software for purposes of this Agreement upon delivery. Updates to the ES&S Equipment Firmware will be incorporated by ES&S into a regularly scheduled preventative maintenance event at no additional charge to Customer. If this foregoing is not acceptable to Customer and subject to Customer's prior execution of a purchase order therefore, ES&S shall charge to install the Updates to the ES&S Equipment Firmware. ES&S shall also charge Customer at its then -current rates to: (i) train Customer on Updates, if such training is requested by Customer and (ii) if applicable, provide maintenance and support on the ES&S Software that is required as a result of Customer's failure to timely or properly install an Update. Notwithstanding the foregoing, Customer shall pay ES&S to install all election management software Updates. If applicable, Customer shall be responsible for any claim, damage, loss, judgment, penalty, cost, amount paid in settlement or fee which is caused by Customer's failure to install the most recent Update provided to it by ES&S. If Customer proposes changes in the ES&S Software to ES&S, such proposals will become ES&S' property. ES&S may, in its sole discretion, elect to make or not to make such changes without reference or compensation to Customer or any third party. ES&S represents to Customer that the Updates will comply with all applicable state law requirements at the time of delivery. Customer shall be responsible to ensure that it has installed and is using only certified versions of ES&S Software in accordance with applicable law. In the event that any Updates are required due to changes in state law, ES&S reserves the right to charge Customer for the following: (a) the total cost of any third -party items that are required in order to operate the Updates; (b) the total cost of any replacements, retrofits or modifications to the ES&S Equipment contracted for herein that may be developed and offered by ES&S in order for such ES&S Equipment to remain compliant with applicable laws and regulations; and (c) Customer's pro-rata share of the costs of designing, developing and/or certification by applicable federal and state authorities of such state mandated Updates. Customer's pro-rata share of the costs included under subsection (c) above shall be determined at the time by dividing the number of registered voters in Customer's jurisdiction by the total number of registered voters in all counties in Customer's state to which ES&S has sold and/or licensed the Equipment and/or Licensed Software purchased and licensed by Customer under this Agreement. Customer shall pay ES&S the entire costs incurred for design, development and certification of any Update which is required due to a change in local law or is otherwise requested or required by Customer. 3. Conditions. ES&S shall not provide Software License, Maintenance and Support for any item of ES&S Software if such item requires such services as a result of: (a) repairs, changes, modifications or alterations not authorized or approved by ES&S: (b) use, modification, dismantling, disassembly, or transfer to third party without ES&S's prior written consent: (c) accident, theft, vandalism, neglect, abuse or use that is not in accordance with instructions or specifications furnished by ES&S: (d) causes beyond the reasonable control of ES&S; Customer, including acts of God, fire, floods, riots, acts of war, terrorism or insurrection, government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental regulations and utility or communication interruptions; (e) Customer's failure to timely and properly install and use the most recent update provided to it by ES&S; or (f) Customer's failure to notify ES&S within three (3) business days after Customer knows of the need for such services. Any such Software License, Maintenance and Support shall be provided at the fees to be agreed upon by the parties if and when the need for such Software License, Maintenance and Support arises. Replacement versions of Software requested by Customer as a result of items set forth in this Section 3 or as a result of Customer's actions or inactions shall be billable to Customer at ES&S' then current rates. 4. Proprietary Rights. ES&S shall own the entire right, title and interest in and to all corrections, programs, information and work product conceived, created or developed, alone or with Customer or others, as a result of or related to the performance of this Agreement, including all proprietary rights therein or based thereon. Subject to the payment of all Software Maintenance Fees, ES&S hereby grants to Customer a non-exclusive license to use that portion of such corrections, programs, information, and work product that ES&S actually delivers to Customer pursuant to this Agreement. All licensed items shall be deemed to be ES&S Software for purposes of this Agreement. Except and to the extent expressly provided herein, ES&S does not grant to Customer any right, 5 license, or other proprietary right, express or implied, in or to any corrections, programs, information, or work product covered by this Agreement. 5. Reinstatement of Software License. Maintenance and Support. If the Term or any Renewal Period thereof expires without being renewed, Customer may thereafter receive a Software License and resume receiving Software Maintenance and Support upon (a) notification to ES&S, (b) payment of all fees, which would have been due to ES&S had the Term or any Renewal Period not expired, and (c) the granting to ES&S of access to the ES&S Software, so that ES&S may analyze it and perform such maintenance as may be necessary before resuming the Software License, Maintenance and Support Services. ARTICLE V MISCELLANEOUS 1. Taxes; Interest. Customer will provide ES&S with proof of its tax-exempt status. If Customer does not provide such proof, it shall pay, or shall reimburse ES&S for, all sales and use, excise or other similar taxes imposed on the transactions contemplated by this Agreement but shall in no event be liable for taxes imposed on or measured by ES&S' income. If Customer disputes the applicability of any tax to be paid pursuant to this Section 1, it shall pay the tax and may thereafter seek a refund. Any disputed or undisputed payment which is past due to ES&S will bear interest at the rate of one and one-half percent per month (or such lesser amount as may be permitted by applicable law) for each month or portion thereof during which it remains unpaid. 2. Limitation of Liability. Neither party shall be liable for any indirect, incidental, punitive, exemplary, special or consequential damages of any kind whatsoever arising out of or relating to this Agreement. Neither party shall be liable for the other party's negligent or willful misconduct. ES&S' total liability to Customer arising out of or relating to this Agreement shall not exceed the aggregate amount to be paid to ES&S hereunder. By entering into this Agreement, Customer agrees to accept responsibility for: (a) the selection of, use of and results obtained from any equipment, software or services not provided by ES&S and used with the Equipment or Software; or (b) user errors, voter errors or problems encountered by any individual in voting that are not otherwise a result of the failure of ES&S to perform. ES&S shall not be liable under this Agreement for any claim, damage, loss, judgment, penalty, cost, amount paid in settlement or fee that is caused by (a) Customer's failure to timely or properly install and use the most recent Update provided to it by ES&S or (b) Customer's election not to receive, or to terminate, the Hardware Maintenance Services or the Software License and Maintenance and Support. 3. Excusable Nonperformance. Except for obligations to make payments hereunder, if either party is delayed or prevented from performing its obligations under this Agreement as a result of any cause beyond its reasonable control, including acts of God, fire, riots, acts of war, terrorism or insurrection, government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental regulations and utility or communication interruptions, the delay shall be excused during the continuance of, and to the extent of, such cause, and the period of performance shall be extended to the extent necessary to allow performance after the cause of delay has been removed. ES&S agrees to work with Customer, at Customer's request, to develop mutually agreeable alternatives in order to minimize the negative impact of any such delay. 4. Notice. Any notice or other communication required or permitted hereunder shall be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by commercial overnight courier (with written verification of receipt); or (d) sent by registered or certified mail, return receipt requested, postage prepaid, when the return receipt is received. All communications shall be sent to the attention of the persons listed on the signature page to this Agreement and at the addresses or email address set forth on such signature page unless other names or addresses are provided by either or both parties in accordance herewith. 5. Assignment. Except in the case of a reorganization of the assets or operations of ES&S with one or more affiliates of ES&S or the sale, transfer or assignment of all or substantially all of the assets of ES&S to a successor who has asserted its intent to continue the business of ES&S, neither party may assign or transfer this Agreement or assign, subcontract or delegate any of its rights, duties or obligations hereunder without the prior written consent of the other party hereto, such consent not to be unreasonably withheld or conditioned, nor unduly delayed. 0 6. Entire Agreement. This Agreement, including all exhibits hereto, shall be binding upon and inure to the benefit of the parties and their respective representatives, successors, and assigns. This Agreement, including the Pricing Summary and Payment Terms and Attachment 1 (which are specifically incorporated herein by this reference), contains the entire agreement of the parties with respect to the subject matter hereof and supersedes and replaces any and all other prior or contemporaneous discussions, negotiations, agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. Any provision of any purchase order, form or other agreement which conflicts with or is in addition to the provisions of this Agreement shall be of no force or effect. In the event of any conflict between a provision contained in an Attachment to this Agreement and these General Terms, the provision contained in the Attachment shall control. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced. No consent by either party to, or waiver of, a breach by either party shall constitute a consent to or waiver of any other different or subsequent breach by either party. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Customer resides, without regard to its conflicts of laws principles. The parties agree that venue for any dispute or cause of action arising out of or related to this Agreement shall be in the state and federal courts of the United States located in the State in which the Customer resides. ES&S is providing Equipment, Software and Services to Customer as an independent contractor, and shall not be deemed to be a "state actor" for purposes of 42 U.S.C. § 1983. ES&S may engage subcontractors to provide certain of the Equipment, Software or Services, but shall remain fully responsible for such performance. The provisions of Article II, Section 1(f) and Article III, and Article IV, Sections 1-6 shall survive the termination of this Agreement, to the extent applicable. 7. Counterparts; Execution by Email. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The parties may execute this Agreement and exchange counterparts of the signature pages by means of email transmission, and the receipt of such executed counterparts by email transmission shall be binding on the parties. Following such exchange, the parties shall promptly exchange original versions of such signature pages upon request. 8. Independent Contractor. ES&S and Customer agree that ES&S is an independent contractor with respect to the services provided pursuant to this Agreement. ES&S specifically has the right to direct and control ES&S's own activities, and the activities of its subcontractors, employees, agents, and representatives, in providing the agreed services in accordance with the specifications set out in this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. Neither ES&S nor any employee of ES&S shall be entitled to any benefits accorded Customer's employees by virtue of the services provided under this Agreement, including, but not limited to: retirement, vacation pay; holiday pay; sick leave pay; medical, dental, or other insurance benefits; fringe benefits; or any other rights or privileges afforded to Customer's employees. Customer shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to ES&S, or any employee of ES&S. 9. Audit. An audit will be submitted to Customer upon request. Upon request, ES&S will submit the most recent financial audit within 30 days. (a) Upon request Customer shall have the option of performing an onsite review of all records, statements, and documentation. (b) If Customer finds indications of potential non-compliance during the monitoring process, Customer shall notify ES&S within ten (10) days. Customer and ES&S shall meet to discuss areas of contention in an attempt to resolve issues. (c) Audit will provide statements consistent with the guidelines of Reporting for Other Non -Profit Organizations AICPA SOP 78-10, and is performed in accordance with generally accepted auditing standards and with Federal Standards for Audit of Governmental Organizations, Programs, Activities and Functions, and meeting all requirements of 2 C.F.R. Part 200, as applicable. 7 10. Maintenance of Records. Each party shall maintain books, records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either to perform this Agreement. These records shall be subject to inspection, review or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other material relevant to this Agreement will be retained for six years after expiration of agreement. The Office of the State Auditor, federal auditors, the Jefferson County Auditor, and any persons duly authorized by the parties shall have full access and the right to examine these materials during this period. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. Records and other documents, in any medium, furnished by one party to this Agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed. 11. Compliance with laws. ES&S shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services to be rendered under this Agreement. 12. Indemnification. ES&S shall indemnify and hold harmless Customer, its past or present employees, officers, agents, elected or appointed officials or volunteers (and their marital communities), from and against all claims, losses or liability, or any portion thereof, including reasonable attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to ES&S's own employees, or damage to property occasioned by a negligent act, omission or failure of ES&S. ES&S shall be liable only to the extent of ES&S's proportional negligence. ES&S specifically assumes potential liability for actions brought against Customer by ES&S's employees, including all other persons engaged in the performance of any work or service required of ES&S under this Agreement and, solely for the purpose of this indemnification and defense, ES&S specifically waives any immunity under the state industrial insurance law, Title 51 R.C.W. ES&S recognizes that this waiver was specifically entered into pursuant to provisions of R.C.W. 4.24.115 and was subject of mutual negotiation. This section shall survive the expiration or termination of this Agreement. 13. Insurance. Prior to commencing work, ES&S shall obtain at its own cost and expense the following insurance coverage specified below and shall keep such coverage in force during the terms of this Agreement. (a) Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non -owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $500,000 each occurrence with Customer named as an additional insured in connection with ES&S's performance of this Agreement. This insurance shall indicate on the certificate of insurance the following coverage: (a) Owned automobiles; (b) Hired automobiles; and, (3) Non -owned automobiles. (b) Commercial General Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000) per occurrence and an aggregate of not less than two (2) times the occurrence amount ($2,000,000.00 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. The insurance coverage shall meet the requirements set forth in ES&S' standard forms and include the following minimum coverage: (i) Broad Form Property Damage, with no employee exclusion; (ii) Personal Injury Liability, including extended bodily injury; (iii) Broad Form Contractual/Commercial Liability — including coverage for products and completed operations; (iv) Premises — Operations Liability; (v) Independent Contractors and subcontractors,- H., (vi) Blanket Contractual Liability; and, (vii.) Employer's Liability or "Stop Gap" coverage. 14. (d) Customer shall be named as an "additional insured" under ES&S's liability insurance policies to the extent of ES&S' negligence or fault, using standard ISO additional insured endorsements or equivalent (e) Such insurance coverage shall be evidenced by one of the following methods: (a) Certificate of Insurance; or, (b) Self-insurance through (i) an irrevocable Letter of Credit from a qualified financial institution; (ii) with evidence by audited financials; or (iii) a letter of self-insurance. (f) ES&S shall furnish Customer with properly executed certificates of insurance that, at a minimum, shall include: (i) The limits of overage; (ii) The project name to which it applies; (iii) The certificate holder as Jefferson County, Washington and its elected officials, officers, and employees with the address of Jefferson County Risk Management, P.O. Box 1220, Port Townsend, WA 98368, and, (v) A statement that the insurance policy shall not be canceled or allowed to expire except on thirty (30) days prior written notice to Customer. If the proof of insurance or certificate indicating Customer is an "additional insured" to a policy obtained by ES&S refers to an endorsement (by number or name) but does not provide the full text of that endorsement, then it shall be the obligation of ES&S to obtain the full text of that endorsement and forward that full text to Customer. Certificates of coverage as required by this section shall be delivered to Customer within fifteen (15) days of execution of this Agreement. (g) Failure of ES&S to take out or maintain any required insurance shall not relieve ES&S from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification of Customer. (h) ES&S's insurers shall have no right of recovery or subrogation against Customer (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies, with the exception of Professional Liability Insurance, so affected shall protect both parties and be primary coverage for all losses covered by the above -described insurance. (i) Insurance companies issuing the policy or policies shall have no recourse against Customer (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of policy. 0) All deductibles in the above -described insurance policies shall be assumed by and be at the sole risk of ES&S. (k) Any deductibles or self -insured retention shall be declared to and approved by Customer prior to the approval of this Agreement by Customer. At the option of Customer, the insurer shall reduce or eliminate deductibles or self -insured retention. (1) Insurance companies issuing ES&S's insurance policy or policies shall have no recourse against Customer (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of insurance policy. (m) Any judgments for which Customer may be liable, in excess of insured amounts required by this Agreement, or any portion thereof, may be withheld, only after the expiration of all applicable notice and cure periods under this Agreement, from payment due, or to become due, to ES&S, until ES&S shall furnish additional security covering such judgment as may be determined by Customer. 9 (n) Any coverage for third party liability claims provided to Customer by a "Risk Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to any policy of insurance ES&S must provide in order to comply with this Agreement. (o) Customer may, upon ES&S's failure to comply with all provisions of this Agreement relating to insurance and after the expiration of all applicable notice and cure periods under this Agreement, withhold payment or compensation that would otherwise be due to ES&S. (p) ES&S's liability insurance provisions shall be primary and noncontributory with respect to any insurance or self-insurance programs covering Customer, its elected and appointed officers, officials, employees, and agents. (q) Any failure to comply with reporting provisions of the insurance policies shall not affect coverage provided to Customer, its officers, officials, employees, or agents. (r) ES&S's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (s) ES&S shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor or shall use standard flow -down insurance requirements with its subcontractors. All insurance provisions for subcontractors shall be subject to all the requirements stated herein. (t) The insurance limits mandated for any insurance coverage required by this Agreement are not intended to be an indication of exposure nor are they limitations on indemnification. (u) ES&S shall maintain all required insurance policies in force from the time services commence until services are completed. Certificates, insurance policies, and endorsements expiring before completion of services shall be promptly replaced. All the insurance policies required by this Agreement shall provide thirty (30) days' notice prior to cancellation, suspension, reduction or material change in the policy, notice of same shall be given to the Jefferson County Risk Manager by registered mail, return receipt requested. Notwithstanding the foregoing, ES&S shall not be in breach of this provision in the event the insurer fails to give proper notice. (v) ES&S shall place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-, with the exception that excess and umbrella coverage used to meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re -insurers licensed in the State of Washington. (w) Customer reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. 15. Worker's Compensation (Industrial Insurance). (a) If and only if ES&S employs any person(s) in the status of employee or employees separate from or in addition to any equity owners, sole proprietor, partners, owners or shareholders of ES&S, ES&S shall maintain workers' compensation insurance at its own expense, as required by title 51 RCW, for the term of this Agreement and shall provide evidence of coverage to Customer, upon request. (b) Worker's compensation insurance covering all employees with limits meeting all applicable state and federal laws. (c) This coverage shall extend to any subcontractor that does not have their own worker's compensation and employer's liability insurance. 10 (d) ES&S waives rights of recovery against Customer to the extent permitted by ES&S' insurance policies. . (e) If Customer incurs any costs to enforce the provisions of this subsection, all cost and fees shall be recoverable from ES&S. 16. Public Records Act. Notwithstanding the provisions of this Agreement to the contrary, to the extent any record, including any electronic, audio, paper or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended, ES&S agrees to maintain all records constituting public records and to produce or assist Customer in producing such records, within the time frames and parameters set forth in state law. ES&S further agrees that upon receipt of any written public record request, ES&S shall, within two business days, notify Customer by providing a copy of the request per the notice provisions of this Agreement. 17. Disputes. The parties agree to use their best efforts to prevent and resolve disputes before they escalate into claims or legal actions. Any disputed issue not resolved pursuant to the terms of this Agreement shall be submitted in writing within 10 days to the Jefferson County Risk Manager, whose decision in the matter shall be final, but shall be subject to judicial review. If either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this Agreement, each party in such action shall bear the cost of its own attorney's fees and court costs. Any legal action shall be initiated in the Superior Court of the State of Washington for Jefferson County. The parties agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. ES&S hereby consents to the personal jurisdiction of the Superior Court of the State of Washington for Jefferson County. 18. Severability. Provided it does not result in a material change in the terms of this Agreement, if any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 19. Survival. Those provisions of this Agreement that by their sense and purpose should survive the term of this Agreement shall survive the term of this Agreement. Without limiting the generality of the preceding sentence, and for the avoidance of doubt, the provisions that survive the term of this agreement include: (a) controlling law; (b) insurance; and, (c) indemnification. 20. Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties' successors in interest, heirs, and assigns. 21. No Third -party Beneficiaries. The parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a party. (SIGNATURES APPEAR ON THE NEXT PAGE) 11 IN WITNESS WHEREOF, this Agreement has been executed effective as of the date it is signed by the last of the parties hereto. JEFFERSON COUNTY WASHINGTON Board of County Commissioners Jefferson County, Washington P.O. Box 563 — IP20 Jefferson Street Port Townsend, IVA 98368 Email: B n f rd co. efferson.wa By eg, otherton, By: Hei i Eisenhour, Co m sioner y ]Nud leyB-Nolltette6 Commissioner SEAL ELECTION SYSTEMS & SOFTWARE, LLC 11208 John Galt Boulevard Omaha, NE 68137 Email: Legal@essvote.com By: Signature Name: Title: Date: •``'��FERB� .. rR- s a •mot per: ATTEST n'�aay,'P I C�' s 2� CarflyGalloway, CIVIC Date ClerVjf the Board Approved as to form only. Q�� 07-23-2026 Jere h B. uther Date Civil Deputy Prosecuting Attorney PRICING SUMMARY AND PAYMENT TERMS 12 IN WITNESS WHEREOF, this Agreement has been executed effective as of the date 1 3 signed by the last of the parties hereto JEFFERSON COUNTY WASHINGTON Board of County Commissioners Jeffersor County, Washington P O Box 563 — V20 Jefferson Street Port Townserd, IVA 98368 Ernail BHmwnof rdBco ieffe,son wa By 5feg Bfotherton, Chair By — Hei i Eisenhcur Co m scorer y udiey-Nollette tk- Commissioner SEAL ELECTION SYSTEMS & SOFTWARE. LLC 11208 John Gait Boulevard Omaha, NE 68137 Email Legal@essvote com By �gn re Name ¢.A pl _ Title C'NP cr-3 Date J /'O4 /Z62Ae SOrylFER e>y,• �G ids . I :. •.• ATTEST Car ly Galloway. CMC Date Cle f the Board Approved as to form only 07-23-2026 Jere h B uther Date Civil Deputy Prosecuting Attorney PRICING SUMMARY AND PAYMENT TERMS PRICING SUMMARY AND PAYMENT TERMS Sale Summary: Description Refer To Amount ES&S Hardware Maintenance Fees Attachment 1 $30,825.00 ES&S Software License, Maintenance and Support Fees Attachment 1 $112,600.00 ES&S Firmware License, Maintenance and Support Fees Attachment 1 $12,800.50 Total Maintenance Fees for the Term: $156,225.50 Terms & Conditions: Note 1: Any applicable state and local taxes are not included and are the responsibility of Customer. Note 2: Invoicing and Payment Terms are as Follows: $43,178.50 due upon Contract Execution for the Coverage Period of April 1, 2026 through March 31, 2027. $52,077.00 due on or before April 1, 2027 for the Coverage Period of April 1, 2027 through March 31, 2028. $60,970.00 due on or before April 1, 2028 for the Coverage Period of April 1, 2028 through March 31, 2029. 13 Attachment 1 ES&S HARDWARE MAINTENANCE DESCRIPTION AND FEES Term: April 1, 2026 through March 31, 2029 Qty Description Coverage Period Annual Maintenance Maintenance Fee Per Unit Fee in Total 2 Model DS950 Scanner 4/1/2026 through 3/31/2027 $4,505.00 $9,010.00 Gold Coverage) 2 ExpressVote 2.1 BMD 4/1/2026 through 3/31/2027 $110.00 $220.00 Silver Coverage) Total Maintenance Fees for the Coverage Period $9,230.00 April 1, 2026 through March 31, 2027 2 Model DS950 Scanner 4/1/2027 through 3/31/2028 $5,015.00 $10,030.00 Gold Coverage) 2 ExpressVote 2.1 BMD 4/1/2027 through 3/31/2028 $122.50 $245.00 Silver Coverage) Total Maintenance Fees for the Coverage Period $10,275.00 April 1, 2027 through March 31, 2028 2 Model DS950 Scanner 4/1/2028 through 3/31/2029 $5,525.00 $11,050.00 Gold Coverage) 2 ExpressVote 2.1 BMD 4/1/2028 through 3/31/2029 $135.00 $270.00 Silver Coverage) Total Maintenance Fees for the Coverage Period 0 $11,320.00 April 1, 2028 through March 31, 2029 Total Hardware Maintenance Fees for the Term $30,825.00 Note 1: The Per -Unit Fees if Customer requests more than one Routine Maintenance visit in a 12-month period for "Gold" Coverage Items shall be 55% of the then current maintenance fee per unit. The Per -Unit Fees if Customer requests more than one Routine Maintenance visit in a 24-month period for "Silver" Coverage Items shall be 75% of the then current maintenance fee per unit. Note 2: Surcharge for Emergency Repair Services shall be the daily maintenance service rate in effect at the time such service is requested. Note 3: Customer's Designated Location: Jefferson County, Washington Note 4: The Per Unit Surcharge for performance of Routine Maintenance visit at more than one Customer Designated Location shall be $25.00 per unit for all units located at second or more locations. Hardware Maintenance Services Provided by ES&S Under the Agreement 1. Telephone Support. 2. Issue Resolution. 3. ES&S posts Technical Bulletins available through Customer's ES&S Web -based portal. 14 4. Routine Maintenance Services. • Onsite scheduled maintenance inspection per Article 2, Section la. The inspection includes: o Service performed by an ES&S trained and certified technician. o Performance of factory approved diagnostics on the unit, identifying and making adjustments where necessary as indicated by the testing. o Replacement of worn or defective with new or remanufactured federally and state certified parts. o Conducting a final test to verify that the unit is working according to manufacturer's specifications. o Use of a checklist tailored for each piece of equipment. 5. Repair Services. • Customer receives coverage for interim repair calls. o Interim calls may be scheduled during the regular Routine Maintenance Services event or scheduled in conjunction with other service work being performed in close proximity of Customer's location if they are not election critical. o A Product may be sent to ES&S' Depot location for repairs at a time to be mutually agreed upon by ES&S and Customer. 6. Priority Services. • Customer has access to the ES&S Help Desk for assistance. • The customer receives priority on service calls. • The customer receives priority on response time. • The customer receives priority on certified ES&S parts inventory. Note: Except for those Hardware Maintenance Services specifically set forth herein, ES&S is under no obligation and shall not provide other Hardware Maintenance Services to the Customer unless previously agreed upon in writing by the parties. 15 ES&S SOFTWARE LICENSE, MAINTENANCE AND SUPPORT DESCRIPTION AND FEES SOFTWARE License and Maintenance Term: April 1, 2026 through March 31, 2029 Listed below is the Software and Fees for which Software License, Maintenance and Support will be provided: Qty Description Coverage Period Software License, Maintenance and Support Fee in Total 1 ElectionWare Software - PYO 4/1/2026 through 3/31/2027 $30,115.00 1 ElectionWare Software - PYO 4/1/2027 through 3/31/2028 $37,535.00 1 ElectionWare Software - PYO 4/1/2028 through 3/31/2029 $44,950.00 Total Software License, Maintenance and Support Fees for the Term $112,600.00 ES&S SOFTWARE LICENSE, MAINTENANCE AND SUPPORT DESCRIPTION AND FEES FIRMWARE License and Maintenance Term: April 1, 2026 through March 31, 2029 Listed below are the Hardware Products and Fees for which Firmware License, Maintenance and Support will be provided: Qty Description Coverage Period Annual Firmware License, Maintenance and Support Fee Per Unit Firmware License, Maintenance and Support Fee in Total 2 Model DS950 Scanner 4/1/2026 through 3/31/2027 $1,840.00 $3,680.00 2 ExpressVote 2.1 BMD 4/1/2026 through 3/31/2027 $76.75 $153.50 Total License, Maintenance and Support Fees for the Coverage Period April 1, 2026 through March 31, 2027 $3,833.50 2 Model DS950 Scanner 4/1/2027 through 3/31/2028 $2,050.00 $4,100.00 2 ExpressVote 2.1 BMD 4/1/2027 through 3/31/2028 $83.50 $167.00 Total License, Maintenance and Support Fees for the Coverage Period $4,267.00 April 1, 2027 through March 31, 2028 0 _A 2 Model DS950 Scanner 4/1/2028 through 3/31/2029 $2,260.00 $4,520.00 2 ExpressVote 2.1 BMD 4/1/2028 through 3/31/2029 $90.00 $180.00 Total License, Maintenance and Support Fees for the Coverage Period April 1, 2028 through March 31, 2029 $4,700.00 Total Firmware License, Maintenance and Support Fees for the Term $12,800.50 16 Software License, Maintenance and Support Services Provided by ES&S under the Agreement 1. Telephone Support. 2. Issue Resolution. 3. Technical Bulletins will be available through Customer's ES&S Web -based portal. Note: Except for those Software License, Maintenance and Support Services specifically set forth herein, ES&S is under no obligation and shall not provide other Software License, Maintenance and Support Services to the Customer unless previously agreed upon by the parties. Software License, Maintenance and Support and Hardware Maintenance and Support Services — Customer Responsibilities 1. Customer shall have completed a full software training session for each product selected. • Customer shall have completed training at a proficiency level to successfully use the hardware (firmware) and software products. • Customer shall have the ability to install firmware and application software and make changes to date and time settings. • Customer shall have the ability to change consumable items. Any other changes made by the customer must be pre -approved in writing by ES&S. 2. Customer shall have reviewed a complete set of User Manuals. 3. Customer shall be responsible for the installation and integration of any third -party hardware or software application, or system purchased by the Customer, unless otherwise agreed upon, in writing, by the parties. 4. Customer shall be responsible for data extraction from Customer voter registration system. 5. Customer shall be solely responsible for implementation of any physical, network or other security protocols which are necessary for the proper operation of the ES&S Equipment and ES&S Software. 6. Customer shall be responsible for the acceptance of the Equipment and Software, unless otherwise agreed upon, in writing, by the parties. 7. Customer shall be responsible for the design, layout, set up, administration, maintenance, or connectivity of the Customer's network. 8. Customer shall be responsible for the resolution of any errors associated with the Customer's network or other hardware and software not purchased or recommended by ES&S and not otherwise identified in the User Guides as part of ES&S' Equipment and Software. 9. Customer shall be responsible for all costs associated with diagnosing ballot printing problems resulting from the use of non-ES&S Ballot Partner Printers ballots. 10. Customer shall be responsible for the payment of additional or replacement Software CDs or DVDs requested by Customer. The price for such additional or replacement Software CDs or DVDs shall be at ES&S' then current rates. 17 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of Commissioners FROM: Brenda Huntingford, Auditor DATE: A VVT 3, RE: Election Systems & Software, LLC (ES&S) Maintenance and Support Services Contract STATEMENT OF ISSUE: The original contract for ES&S Software License, Maintenance and Support Services three-year post -warranty term was established in 2022 when the DS950 Ballot Scanner and ExpressVotes were purchased. ANALYSIS:. The proposed new contract is an additional three-year period, 2026-2029 and is required to maintain election services integrity. FISCAL IMPACT: The new contract is $156,225.50 over a three-year term beginning April 2026. This is $50,477 increase for the next three years. This expense is charged to the General Fund/Elections budget and is subsequently billed to the jurisdictions for which we conduct election services. RECOMMENDATION: The Board of County Commissioners approve the contract, extending vital coverage for three more years. REVIEWED BY: Josh' . Peters, County Administrator Date CONTRACT REVIEW FORM (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: Election Systems & Software, LLC (ES&S) Contract For: Election Tabulation software license and hardware Maintenance Term: COUNTY DEPARTMENT: Auditor Contact Person: Brenda Hunfingford Contact Phone: 360 385-9358 Contact email: bhuntingford@co.jefferson.wa.us Clear Form Contract No: :S AMOUNT: $156,225.50 over 3 years PROCESS: Exempt from Bid Process Revenue: Cooperative Purchase Expenditure: Competitive Sealed Bid Matching Funds Required: Small Works Roster Sources(s) of Matching Funds Vendor List Bid Fund # 021 RFP or RFQ Munis Org/Obj EL51440 / 490104 Other: APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES C MPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW. CERTIFIED: ❑■ N/A: IN Signa r Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. .. I i CERTIFIED: 2 N/A: ❑ _�Z ) 1J.2,& Signat r Date STEP3: RISK MANAGEMENT REVIEW (will be added electron icallc through 1.aserfiche): Electronically approved by Risk Management on 7/24/2026. STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electroniealh throuoh Laserfiche): Electronically approved as to form by PAO on 7/23/2026. DPA Luther reviewed and approved on 7-23-2026. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). 0 L.Lt STEP 6: CONTRACTOR SIGNS z STEP'7: SUBMIT TO BOCC FORAPPRON',ki- Q U U)